8-K
MAGNACHIP SEMICONDUCTOR Corp false 0001325702 0001325702 2022-05-03 2022-05-03 0001325702 us-gaap:CommonStockMember 2022-05-03 2022-05-03 0001325702 us-gaap:PreferredStockMember 2022-05-03 2022-05-03

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 3, 2022

 

 

Magnachip Semiconductor Corporation

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-34791   83-0406195

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

c/o MagnaChip Semiconductor S.A.

1, Allée Scheffer, L-2520

Luxembourg, Grand Duchy of Luxembourg

  Not Applicable
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (352) 45-62-62

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   MX   New York Stock Exchange
Preferred Stock Purchase Rights     New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 2.02.

Results of Operations and Financial Condition.

Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for Magnachip Semiconductor Corporation and its consolidated subsidiaries for the first quarter ended March 31, 2022, as presented in a press release dated May 3, 2022.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

The following exhibit is furnished as part of this report:

 

Exhibit

    No.    

  

Description

99.1    Press release for Magnachip Semiconductor Corporation dated May 3, 2022, announcing the results for the first quarter ended March 31, 2022.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    MAGNACHIP SEMICONDUCTOR CORPORATION
Dated: May 3, 2022     By:  

/s/ Theodore Kim

      Theodore Kim
      Chief Compliance Officer, General Counsel and Secretary
EX-99.1

Exhibit 99.1

 

LOGO

Magnachip Reports Results for First Quarter 2022

 

   

Revenue of $104.1 million was down 5.7% sequentially and down 15.4% year-over-year (YoY). The decrease was mainly due to a 29.3% sequential decline in Display solutions revenue as a result of continued severe supply shortage of 28nm 12” OLED wafers, partially offset by record revenue in our Power solutions business, which was up 11.4% sequentially and 20.0% YoY on strong demand in premium products.

 

   

Gross profit margin was 37.5%, up 250 basis points from Q4 and up over 960 basis points from Q1 a year ago. The YoY increase was primarily attributable to an improved product mix, combined with an increase in average selling price under a favorable pricing environment. Sequentially, Q1 benefited by approximately 200 basis points from the timing mismatch of lower cost 12” wafers purchased in a prior period and sold in Q1.

 

   

GAAP diluted earnings per share (EPS) was $0.20.

 

   

Non-GAAP diluted EPS was $0.28.

SEOUL, South Korea, May 3, 2022 — Magnachip Semiconductor Corporation (NYSE: MX) (“Magnachip” or the “Company”) today announced financial results for the first quarter of 2022.

Commenting on the results for the first quarter of 2022, YJ Kim, Magnachip’s chief executive officer stated, “In Q1, we reported revenue of $104.1 million and non-GAAP EPS of 28 cents, which was an increase of 27% year-over-year bolstered by a strong gross profit margin. As expected, OLED revenue remained severely impacted by the shortage of 28nm 12-inch wafer supply; however, this impact was somewhat offset by strength in our Power solutions business, which achieved yet another record quarterly revenue.”

YJ Kim continued, “Looking forward, the ongoing lockdowns in China have added new challenges to an already stressed supply chain. Despite the current macro issues, which may limit our near-term growth, our recent design tractions with an existing OLED customer, broadening customer base, and new wafer capacity later this year give us confidence and optimism about our long-term growth.”

Q1 2022 Financial Highlights

 

     In thousands of U.S. dollars, except share data  
     GAAP  
     Q1 2022     Q4 2021     Q/Q change     Q1 2021     Y/Y change  

Revenues

                

Standard Products Business

                

Display Solutions

     29,185       41,298       down        29.3     58,895       down        50.4

Power Solutions

     64,825       58,212       up        11.4     54,011       up        20.0

Transitional Fab 3 foundry services(1)

     10,083       10,825       down        6.9     10,113       down        0.3

Gross Profit Margin

     37.5     35.0     up        2.5 %pts     27.9     up        9.6 %pts

Operating Income (Loss)(2)

     12,879       63,870       down        79.8     (2,091)       up        n/a  

Net Income (Loss)

     9,528       53,611       down        82.2     (7,473)       up        n/a  

Basic Earnings (Loss) per Common Share

     0.21       1.16       down        81.9     (0.19)       up        n/a  

Diluted Earnings (Loss) per Common Share

     0.20       1.12       down        82.1     (0.19)       up        n/a  
     In thousands of U.S. dollars, except share data  
     Non-GAAP(3)  
     Q1 2022     Q4 2021     Q/Q change     Q1 2021     Y/Y change  

Adjusted Operating Income

     14,517       14,421       up        0.7     9,971       up        45.6

Adjusted EBITDA

     18,755       18,144       up        3.4     13,504       up        38.9

Adjusted Net Income

     12,936       14,606       down        11.4     9,346       up        38.4

Adjusted Earnings per Common Share—Diluted

     0.28       0.31       down        9.7     0.22       up        27.3

 


LOGO

 

(1)

Following the consummation of the sale of the Foundry Services Group business and Fab 4 in Q3 2020, and for a period of up to three years, we will provide transitional foundry services to the buyer for foundry products manufactured in our fabrication facility located in Gumi (“Transitional Fab 3 Foundry Services”). Management believes that disclosing revenue of Transitional Fab 3 Foundry Services separately from the standard products business allows investors to better understand the results of our core standard products display solutions and power solutions businesses.

(2)

For the three months ended December 31, 2021, operating income of $63.9 million included net gain of $49.4 million that represented $70.2 million income from the recognition of a reverse termination fee, net of professional service fees and expenses of $20.8 million incurred in connection with the contemplated merger transaction.

(3)

Management believes that non-GAAP financial measures, when viewed in conjunction with GAAP results, can provide a meaningful understanding of the factors and trends affecting our business and operations and assist in evaluating our core operating performance. However, such non-GAAP financial measures have limitations and should not be considered as a substitute for net income (loss) or as a better indicator of our operating performance than measures that are presented in accordance with GAAP. A reconciliation of GAAP results to non-GAAP results is included in this press release.

Q2 2022 Financial Guidance

Our near-term outlook is still being challenged by persisting supply constraints, especially for 28nm 12” wafers. While actual results may vary, looking into the next quarter, Magnachip currently expects:

 

   

Revenue to be in the range of $100 million to $105 million, including about $9.5 million of Transitional Fab 3 Foundry Services.

 

   

Gross profit margin to be in the range of 33% to 35%.

Q1 2022 Earnings Conference Call

Magnachip will host a corresponding conference call at 2:00 p.m. PT / 5:00 p.m. ET on May 3, 2022 to discuss its financial results. The conference call will be webcast live and also is available by dialing toll-free at 1-844-536-5472 in US/Canada. International call-in participants can dial 1-614-999-9318. The conference ID number is 2619959. Participants are encouraged to initiate their calls at least 10 minutes in advance of the start time to ensure a timely connection. A live and archived webcast of the conference call and a copy of earnings release will be accessible from the ‘Investors’ section of the company’s website at www.magnachip.com. A replay of the conference call will be available until 8:00 p.m. ET on May 10, 2022. The replay dial-in numbers are 1-404-537-3406 or toll-free at 1-855-859-2056. The conference ID number is 2619959.

Safe Harbor for Forward-Looking Statements

Information in this release regarding Magnachip’s forecasts, business outlook, expectations and beliefs are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. These statements include expectations about estimated historical or future operating results and financial performance, outlook and business plans, including second quarter 2022 revenue and gross profit margin expectations, and the impact of the COVID-19 pandemic or the emergence of various variants of the virus, escalated trade tensions and supply constraints on Magnachip’s second quarter 2022 and future operating results. All forward-looking statements included in this release are based upon information available to Magnachip as of the date of this release, which may change, and we assume no obligation to update any such forward-looking statements. These statements are not guarantees of future performance and actual results could differ materially from our current expectations. Factors that could cause or contribute to such differences include, among others: the impact of changes in macroeconomic and/or general economic conditions, including those caused by or related to the COVID-19 pandemic or the emergence of various variants of the virus and governmental lock-downs or other measures implemented in response thereto, other outbreaks of disease, the Russia-Ukraine crisis, recessions, economic instability or civil unrest; manufacturing capacity constraints or supply chain disruptions that may impact our ability to deliver our products or affect the price of components, which may lead to an increase in our costs, as well as impacting demand for our products from customers who are similarly affected by such capacity constraints or disruptions; the impact of competitive products and pricing; timely design acceptance by our customers; timely introduction of new products and technologies; ability to ramp new products into volume production; industry wide shifts in supply and demand for semiconductor products; industry and/or company overcapacity or supply constraints; effective and cost efficient utilization of manufacturing capacity; financial stability in foreign

 

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markets and the impact of foreign exchange rates; unanticipated costs and expenses or the inability to identify expenses which can be eliminated; compliance with U.S. and international trade and export laws and regulations by us, our customers and our distributors, including those related to the Russia-Ukraine crisis; change or ratification of local or international laws and regulations, including those related to environment, health and safety; public health issues, including the COVID-19 pandemic or the emergence of various variants of the virus; other business interruptions that could disrupt supply or delivery of, or demand for, Magnachip’s products, including uncertainties regarding the impacts of the COVID-19 pandemic or the emergence of various variants of the virus that may result in factory closures, reduced workforces, scarcity of raw materials and goods produced in infected areas, as well as reduced consumer and business spending affecting demand for Magnachip’s products due to government and private sector mandatory business closures, travel restrictions or the like to prevent the spread of disease; and other risks detailed from time to time in Magnachip’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including our Form 10-K filed on February 23, 2022 (including that the impact of the COVID-19 pandemic or the emergence of various variants of the virus, trade tensions and supply constraints may also exacerbate the risks discussed therein) and subsequent registration statements, amendments or other reports that we may file from time to time with the SEC and/or make available on our website. Magnachip assumes no obligation and does not intend to update the forward-looking statements provided, whether as a result of new information, future events or otherwise.

About Magnachip Semiconductor

Magnachip is a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT, consumer, computing, industrial and automotive applications. The Company provides a broad range of standard products to customers worldwide. Magnachip, with more than 40 years of operating history, owns a portfolio of approximately 1,150 registered patents and pending applications, and has extensive engineering, design and manufacturing process expertise. For more information, please visit www.magnachip.com. Information on or accessible through Magnachip’s website is not a part of, and is not incorporated into, this release.

CONTACTS:

Yujia Zhai

The Blueshirt Group

Tel. (860) 214-0809

Yujia@blueshirtgroup.com

 

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MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of U.S. dollars, except share data)

(Unaudited)

 

     Three Months Ended  
     March 31,
2022
    December 31,
2021
    March 31,
2021
 

Revenues:

      

Net sales – standard products business

   $ 94,010     $ 99,510     $ 112,906  

Net sales – transitional Fab 3 foundry services

     10,083       10,825       10,113  

Total revenues

     104,093       110,335       123,019  

Cost of sales:

      

Cost of sales – standard products business

     56,080       62,206       79,247  

Cost of sales – transitional Fab 3 foundry services

     9,017       9,525       9,390  

Total cost of sales

     65,097       71,731       88,637  

Gross profit

     38,996       38,604       34,382  

Gross profit as a percentage of standard products business net sales

     40.3     37.5     29.8

Gross profit as a percentage of total revenues

     37.5     35.0     27.9

Operating expenses:

      

Selling, general and administrative expenses

     14,163       13,255       12,634  

Research and development expenses

     11,954       12,197       13,423  

Merger-related costs (income), net

     —         (49,369     9,831  

Other charges, net

     —         (1,349     585  

Total operating expenses (income)

     26,117       (25,266     36,473  

Operating income (loss)

     12,879       63,870       (2,091

Interest expense

     (111     (132     (1,041

Foreign currency gain (loss), net

     (690     147       (4,671

Other income, net

     933       947       620  

Income (loss) before income tax expense

     13,011       64,832       (7,183

Income tax expense

     3,483       11,221       290  

Net income (loss)

   $ 9,528     $ 53,611     $ (7,473

Basic earnings (loss) per common share—

   $ 0.21     $ 1.16     $ (0.19

Diluted earnings (loss) per common share—

   $ 0.20     $ 1.12     $ (0.19

Weighted average number of shares—

      

Basic

     45,603,208       46,369,520       40,292,838  

Diluted

     46,693,294       47,691,816       40,292,838  

 

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MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. dollars, except share data)

(Unaudited)

 

     March 31,
2022
    December 31,
2021
 

Assets

    

Current assets

    

Cash and cash equivalents

   $ 284,921     $ 279,547  

Accounts receivable, net

     51,208       50,954  

Inventories, net

     36,947       39,370  

Other receivables

     26,121       25,895  

Prepaid expenses

     9,124       7,675  

Hedge collateral

     4,060       3,060  

Other current assets

     9,262       2,619  
  

 

 

   

 

 

 

Total current assets

     421,643       409,120  

Property, plant and equipment, net

     102,675       107,882  

Operating lease right-of-use assets

     3,719       4,275  

Intangible assets, net

     2,203       2,377  

Long-term prepaid expenses

     6,771       8,243  

Deferred income taxes

     40,246       41,095  

Other non-current assets

     10,608       10,662  
  

 

 

   

 

 

 

Total assets

   $ 587,865     $ 583,654  
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Current liabilities

    

Accounts payable

   $ 37,566     $ 37,593  

Other accounts payable

     7,707       6,289  

Accrued expenses

     20,573       20,071  

Accrued income taxes

     9,361       11,823  

Operating lease liabilities

     2,223       2,323  

Other current liabilities

     6,989       7,382  
  

 

 

   

 

 

 

Total current liabilities

     84,419       85,481  

Accrued severance benefits, net

     32,572       33,064  

Non-current operating lease liabilities

     1,496       1,952  

Other non-current liabilities

     8,216       10,395  
  

 

 

   

 

 

 

Total liabilities

     126,703       130,892  
  

 

 

   

 

 

 

Commitments and contingencies

    

Stockholders’ equity

    

Common stock, $0.01 par value, 150,000,000 shares authorized, 56,225,441 shares issued and 44,894,385 outstanding at March 31, 2022 and 55,905,320 shares issued and 45,659,304 outstanding at December 31, 2021

     562       559  

Additional paid-in capital

     261,830       241,197  

Retained earnings

     353,070       343,542  

Treasury stock, 11,331,056 shares at March 31, 2022 and 10,246,016 shares at December 31, 2021, respectively

     (148,523     (130,306

Accumulated other comprehensive loss

     (5,777     (2,230
  

 

 

   

 

 

 

Total stockholders’ equity

     461,162       452,762  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 587,865     $ 583,654  
  

 

 

   

 

 

 

 

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MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

(Unaudited)

 

     Three Months Ended  
     March 31,
2022
    March 31,
2021
 

Cash flows from operating activities

    

Net income (loss)

   $ 9,528     $ (7,473

Adjustments to reconcile net income (loss) to net cash provided by operating activities

    

Depreciation and amortization

     3,891       3,448  

Provision for severance benefits

     1,670       1,771  

Amortization of debt issuance costs and original issue discount

     —         261  

Loss on foreign currency, net

     6,380       14,873  

Provision for inventory reserves

     145       1,504  

Stock-based compensation

     1,638       1,646  

Other, net

     161       154  

Changes in operating assets and liabilities

    

Accounts receivable, net

     (1,213     9,794  

Inventories

     1,456       6,071  

Other receivables

     667       (1,438

Other current assets

     (6,829     5,427  

Accounts payable

     538       (7,701

Other accounts payable

     (702     1,570  

Accrued expenses

     187       2,393  

Accrued income taxes

     (2,346     (10,700

Other current liabilities

     (711     1,087  

Other non-current liabilities

     (73     18  

Payment of severance benefits

     (1,389     (1,493

Other, net

     (178     12  
  

 

 

   

 

 

 

Net cash provided by operating activities

     12,820       21,224  

Cash flows from investing activities

    

Proceeds from settlement of hedge collateral

     1,829       —    

Payment of hedge collateral

     (2,891     —    

Purchase of property, plant and equipment

     (944     (1,082

Payment for intellectual property registration

     (59     (171

Other, net

     (77     (111
  

 

 

   

 

 

 

Net cash used in investing activities

     (2,142     (1,364

Cash flows from financing activities

    

Proceeds from exercise of stock options

     1,781       2,538  

Acquisition of treasury stock

     (830     (1,540

Repayment of financing related to water treatment facility arrangement

     (134     (144

Repayment of principal portion of finance lease liabilities

     (16     (16
  

 

 

   

 

 

 

Net cash provided by financing activities

     801       838  

Effect of exchange rates on cash and cash equivalents

     (6,105     (10,444
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     5,374       10,254  

Cash and cash equivalents at beginning of period

     279,547       279,940  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 284,921     $ 290,194  
  

 

 

   

 

 

 

 

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MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED OPERATING INCOME

(In thousands of U.S. dollars)

(Unaudited)

 

     Three Months Ended  
     March 31,
2022
     December 31,
2021
    March 31,
2021
 

Operating income (loss)

   $ 12,879      $ 63,870     $ (2,091

Adjustments:

       

Equity-based compensation expense

     1,638        1,648       1,646  

Inventory reserve related to Huawei impact of downstream trade restrictions

     —          (379     —    

Merger-related costs (income), net

     —          (49,369     9,831  

Other charges, net

     —          (1,349     585  

Adjusted Operating Income

   $ 14,517      $ 14,421     $ 9,971  

We present Adjusted Operating Income as a supplemental measure of our performance. We define Adjusted Operating Income for the periods indicated as operating income (loss) adjusted to exclude (i) Equity-based compensation expense, (ii) Inventory reserve related to Huawei impact of downstream trade restrictions, (iii) Merger-related costs (income), net and (iv) Other charges, net.

For the three months ended December 31, 2021, we recorded in our consolidated statement of operations net gain of $49,369 thousand that represented income of $70,200 thousand from the recognition of a reverse termination fee, net of professional service fees and expenses of $20,831 thousand incurred in connection with the contemplated merger transaction of the Company that was terminated in December 2021. For the same period, we also recorded $1,419 thousand gain on sale of certain legacy equipment of the closed back-end line in our fabrication facility in Gumi (which was closed during the year ended December 31, 2018), partially offset by $70 thousand of non-recurring expenses incurred in connection with the regulatory requests.

For the three months ended March 31, 2021, we recorded $9,831 thousand non-recurring professional service fees and expenses incurred in connection with the contemplated merger transaction. For the same period, we also recorded $585 thousand non-recurring professional service fees and expenses incurred in connection with the regulatory requests.

 

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MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA AND ADJUSTED NET INCOME

(In thousands of U.S. dollars, except share data)

(Unaudited)

 

     Three Months Ended  
     March 31,
2022
    December 31,
2021
    March 31,
2021
 

Net income (loss)

   $ 9,528     $ 53,611     $ (7,473

Adjustments:

      

Interest expense (income), net

     (604     (726     420  

Income tax expense

     3,483       11,221       290  

Depreciation and amortization

     3,891       3,663       3,448  

EBITDA

     16,298       67,769       (3,315

Equity-based compensation expense

     1,638       1,648       1,646  

Foreign currency loss (gain), net

     690       (147     4,671  

Derivative valuation loss (gain), net

     129       (29     86  

Inventory reserve related to Huawei impact of downstream trade restrictions

     —         (379     —    

Merger-related costs (income), net

     —         (49,369     9,831  

Other charges, net

     —         (1,349     585  

Adjusted EBITDA

   $ 18,755     $ 18,144     $ 13,504  

Net income (loss)

   $ 9,528     $ 53,611     $ (7,473

Adjustments:

      

Equity-based compensation expense

     1,638       1,648       1,646  

Foreign currency loss (gain), net

     690       (147     4,671  

Derivative valuation loss (gain), net

     129       (29     86  

Inventory reserve related to Huawei impact of downstream trade restrictions

     —         (379     —    

Merger-related costs (income), net

     —         (49,369     9,831  

Other charges, net

     —         (1,349     585  

GAAP and cash tax expense difference

     —         907       —    

Income tax effect on non-GAAP adjustments

     951       9,713       —    

Adjusted Net Income

   $ 12,936     $ 14,606     $ 9,346  

Adjusted Net Income per common share—

      

- Basic

   $ 0.28     $ 0.31     $ 0.23  

- Diluted

   $ 0.28     $ 0.31     $ 0.22  

Weighted average number of shares – basic

     45,603,208       46,369,520       40,292,838  

Weighted average number of shares – diluted

     46,693,294       47,691,816       47,470,416  

We present Adjusted EBITDA and Adjusted Net Income as supplemental measures of our performance. We define Adjusted EBITDA for the periods indicated as EBITDA (as defined below), adjusted to exclude (i) Equity-based compensation expense, (ii) Foreign currency loss (gain), net, (iii) Derivative valuation loss (gain), net, (iv) Inventory reserve related to Huawei impact of downstream trade restrictions, (v) Merger-related costs (income), net and (vi) Other charges, net. EBITDA for the periods indicated is defined as net income (loss) before interest expense (income), net, income tax expense and depreciation and amortization.

We prepare Adjusted Net Income by adjusting net income (loss) to eliminate the impact of a number of non-cash expenses and other items that may be either one time or recurring that we do not consider to be indicative of our core ongoing operating performance. We believe that Adjusted Net Income is particularly useful because it reflects the impact of our asset base and capital structure on our operating performance. We define Adjusted Net Income for the periods as net income (loss), adjusted to exclude (i) Equity-based compensation expense, (ii) Foreign currency loss (gain), net, (iii) Derivative valuation loss (gain), net, (iv) Inventory reserve related to Huawei impact of downstream trade restrictions, (v) Merger-related costs (income), net, (vi) Other charges, net, (vii) GAAP and cash tax expense difference and (viii) Income tax effect on non-GAAP adjustments.

For the three months ended December 31, 2021, we recorded in our consolidated statement of operations net gain of $49,369 thousand that represented income of $70,200 thousand from the recognition of a reverse termination fee, net of professional service fees and expenses of $20,831 thousand incurred in connection with the contemplated merger transaction of the Company that was terminated in December 2021. For the same period, we also recorded $1,419 thousand gain on sale of certain legacy equipment of the closed back-end line in our fabrication facility in Gumi (which was closed during the year ended December 31, 2018), partially offset by $70 thousand of non-recurring expenses incurred in connection with the regulatory requests.

For the three months ended March 31, 2021, we recorded $9,831 thousand non-recurring professional service fees and expenses incurred in connection with the contemplated merger transaction. For the same period, we also recorded $585 thousand non-recurring professional service fees and expenses incurred in connection with the regulatory requests.

 

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